GREENWICH GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1996/010795/06)
("Greenwich" or "the company")
Reverse take-over by Mettle Limited ("Mettle")
REVERSE TAKE-OVER BY METTLE
1. Implementation
Shareholders are referred to the circular dated 19 January 2001 and the various
announcements dealing with the reverse take-over by Mettle of Greenwich ("the
reverse take-over").
All of the conditions precedent to the reverse take-over have been fulfilled
and an abridged pre-listing statement of the combined entity will be published
on Monday, 12 March 2001 ("the implementation date").
2. Listing
The JSE Securities Exchange South Africa ("JSE") has agreed, with effect from
the commencement of business on the implementation date, to amend the Company's
listing to provide for:
* the change of name to Mettle Limited, abbreviated to "Mettle" with the
clearing house code "MEL"; and
* the listing of 739 608 261 ordinary shares of 0,1 cent each in the Financial
- "Financial Services" sector of the Main Board.
Only share certificates reflecting the change of name will be good for delivery
on the JSE for transactions entered into subsequent to the implementation date.
3. Financial Statements
The reverse take-over will result in the application of AC 131 the object of
which is to prescribe the accounting treatment for business combinations.
The effect of applying AC 131 will be as follows:
* the financial results to be included in the future financial statements of
the Company will comprise the historic results of Mettle and the results of
Greenwich subsequent to the implementation date;
* the financial position to be included in the future financial statements of
the Company will comprise the assets of Mettle, included at their respective
historic book values, and the assets of Greenwich, included at fair values,
determined in accordance with the guidelines set out in AC 131; and
* the enterprise issuing the shares is deemed to have been acquired by the
other enterprise; the latter enterprise is deemed to be the acquirer.
The board recommends that shareholders of Greenwich await the publication of
the abridged pre-listing statement and the financial results and position of
the company for the 12 months ending 31 March 2001 in order to make an informed
and accurate assessment of the Company's financial position and future
potential.
By order of the board.
Johannesburg
9 March 2001
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